General terms and conditions of Brain Storm Consult for accounting and payroll services

Chapter 1 General principles

  1. Period of validity and operation
    1. The present General principles (GP) control the relationship between BRAIN STORM CONSULT GROUP EAD and clients in connection with the services detailed below. The GP represent legal agreement having obligatory binding force of a contract between the parties, whether used independently or as part of an individual contract with a
    2. In case of contradiction in the provisions of the present GP and an individual contract with client for specific services are applicable the provisions of the contract. With regards to all outstanding issues in an individual contract with a client applicable are the present
    3. The GP are an integral part of each individual contract with a client. The GP come into force simultaneously with the contract. The agreement with the GP happens with the individual contract with the client. Contract signing which provides that the GP are an integral part thereof, shall be considered a written confirmation of acceptance with
    4. The GP are also applicable to customers who have signed an individual contract, but use one- time and/or periodical services provided by BRAIN STORM CONSULT GROUP EAD. The agreement with the GP is performed by the parties
    5. The changes in the GP are always effective in the future and become valid as of the date specified in
    6. The present GP shall enter into force on the date of acceptance by the Client and are valid for duration period of the individual contract with the When applicable independently they are valid for the duration of the particular services provided by the Contractor.
    7. The communication between Contractor and Client is performed in written
  1. Definitions
    1. “Client” is a legal or natural person having contractual relations with the Contractor’s company.
    2. “Contractor” is BRAIN STORM CONSULT GROUP
    3. “Services” are these described in Chapter 5 of the General
    4. “Operative accountant” is an employee of the Contractor, engaged with servicing  Clients for accounting
    5. “Senior accountant” is an employee of the Contractor performing current control on the operative accountant’s
    6. “Payroll specialist” is an employee of the Contractor, engaged in servicing the Contractor’s

using payroll services.

  1. “Contractor’s representative” is an employee of the Contractor, engaged in servicing the Contractor’s

Chapter 2

Rights & obligations

  1. The Contractor has the right to obtain information, documents and explanations by the Clients needed for the fulfillment of the assumed individual contract and/or offer engagements.
  2. The Contractor is entitled to receive primary accounting documents and information for the Client’s business transactions during the current
  3. The Contractor is entitled to receive the primary accounting documents and information for business transactions of the Client at least twice a month: until the 20th day of the current month – the documents related to the period from the 1st to the 15th day of the reporting  month and 3rd day of the month following the reporting month or documents related to the period from the 16th to the end of the reporting
  4. Regardless of item 3, documents and information related to contracts execution, should be provided no later than the date of the contract
  5. Regardless of item 3, documents and information related to the termination of employment contracts should be submitted no later than the termination order date of issue to the contract.
  6. The Contractor is entitled to refuse the processing of documents received after the 7th day of the month following the reporting period. Not processed documents according  to  the preceding sentence shall be included in the accounting records of the Client for  the  next month.
  7. Regardless of item 6, the Contractor may receive documents for processing, submitted after  the 7th day of the month following the reporting period, against additional  remuneration on   the amount of 20% of the monthly
  8. Any express service requested by a client shall be paid with surcharge on the usual price on the amount of 20%. Express services shall be performed within a period fixed by the Client’s, not stipulated in the individual contract or price
  9. The Contractor shall fulfill in good faith, the engagements entered into with its
  10. The Contractor is obligated to fulfill the client’s will of choosing an operative accountant and/or Payroll specialist from the Contractor’s If the Contractor is unable to provide the service from the requested operative accountant and/or Payroll specialist, the Contractor should provide a reasonable alternative to achieve a consensus on the issue.
  11. The Contractor is obligated not to disclose information about its clients to third parties without the explicit consent of the Client. Giving information to the NRA, Municipalities and other authorities in the course of inspections, verifications and other forms of control by public authorities is not considered a breach of the obligation with regards to the preceding sentence.
  12. The Contractor has the right of operative independence regarding the time of processing the Client’s documents. The operative independence is limited by the deadlines set by a normative act and/or the individual contract with the
  13. The Contractor works with documents provided by the Client and is not responsible for documents with untruthful content on the basis of which are created untruthful, incorrect or incomplete documents and/or accounting records, whether or not damages
  14. The Contractor is not responsible for not submitted/not provided and/or submitted/provided incomplete information and documents by the
  15. If the Client does not pay his current obligation to the Contractor, the Contractor has the right to refuse providing references, documents and information without
  16. If the Client does not pay 3 consecutive fees, the Contractor could terminate its contractual relationship with the Client unilaterally, without a prior notice or

Chapter three

Rights & obligations of the Client

  1. The Client is entitled to receive the assigned to the Contractor quality and timely
  2. The Client could choose an operative accountant and/or Payroll specialist  from  the Contractor’s
  3. The Client has the right to require financial condition reports and activities result reports
  4. The Client may require verifications – current and common over the work of the
  5. The Client has the right of free company archive storage for the current and the previous
  6. The Client has the right of company archive storage for years before the previous for an additional
  7. The Client has the right of tax protection for all periods when serviced by the Contractor, irrespective of the fact if he is not a client of the Contractor at the present moment. Tax protection is provided for an additional
  8. The Client could choose the software used for accounting report of his
  9. The Client has the right to request information on the basis of a model developed by him, provided by the Contractor for an additional
  10. The Client is obliged to inform the Contractor when assigning services not included in the signed contract between the parties and/or accepted individual personal price offer
  11. The Client is obliged to inform the Contractor until 31st December if a contract for  annual closing of accounts will be prepared for the reporting
  12. The Client must provide the Contractor complete and accurate information as well as documents regarding its
  13. The Client is obliged to pay the obligation due to the Contractor
  14. The Client is obliged to provide operative independence to the Contractor regarding the processing time of his The operative independence is limited by the deadlines set by a normative act and/or the individual contract between the parties.
  15. The Client is obliged to provide information, documents and explanations to the Contractor when requested for performing its engagements assigned in the individual contract and/or offer.
  16. The Client is obligated to provide the primary accounting documents and information for the Contractor’s business operations during the reporting
  17. The Client is obligated to provide the Contractor with the primary documents and information about their business operations at least twice a month: until the 20th day  of  the  current  month – the documents related to the period from the 1st to the 15th day  of the reporting  month and until the 3rd day of the month following the reporting month – the documents related to the period from the 16th to the end of the reporting
  18. Regardless of item 16, the documents and information related to the execution of labour contracts should be submitted no later than the execution date of the
  19. Regardless of item 16, the documents and information related to the termination of labour contracts should be submitted no later than the issue date of the contract termination

Chapter four Prices and Payment

  1. For the services included in в basic package accounting services, provided to not  VAT  registered persons on a monthly basis and basic package accounting services, provided to VAT registered persons on a monthly basis, according to Chapter five from the present General principles, an individual contract is executed between the Client and the Contractor, where an accounting fee and way of payment are
  2. For services included in the basic payroll package Payroll services, according to Chapter five of the present General principles, an individual contract between the Client and the Contractor is executed, where a price for 1 (one) person appointed on a labor contract, civil contract, management and control contract negotiates for the respective month and payment

The number of persons is certified  by a list of persons attached to  labor, civil, management   and control contracts for the respective month.

  1. Every additional accounting and/or payroll service, according to Chapter five of the present General principles, which shall be required by the Client and/or will be enforced in accordance with a normative act, is subject to an additional charge besides the agreed monthly fee for a basic accounting package and/or payroll
  2. The amount due for filling in and submission of Intrastat declarations is based on the input records and the announced price list for 1 record. One record of the previous sentence is any item of goods which is introduced before merging lines due to their common characteristics. If there is more than one delivery for one and the same type of goods, each delivery shall be considered as a separate
  3. The amount due for the preparation and submission of documents during revisions assigned by NRA, NSSI and the Labour Inspectorate is based on the working hours by the appropriate specialist and number of pages copied/scanned. The price for each man-hour and 1 page are determined by the announced price list. The amount of hours worked out and the number of copied/scanned pages are certified by signing a bilateral protocol between the Client and the Contractor’s
  4. The amount due for Annual closing of accounts is determined by the following formula:
n

ACAC = ∑Тn ∗ 12 ∗ 10% , where:

ACAC- Annual closing of accounts charge;

∑Тn- amount of paid/due fees during/for the year of accounting services;

n- Number of months, when fee for accounting services have been paid/is due

  1. For each amendment after preparation of documents and Annual  close  of  accounts  references due to incomplete information submitted, there is an additional payment on the amount determined as a percentage of the amount due in the preceding paragraph. The percentage is determined by the documents and references subject to amendment.
  2. For persons, not using basic package for accounting services provided to not VAT registered persons or basic package for accounting services provided to VAT registered persons, the price is determined by an individual price offer, which comes into force only after its explicit acceptance by the
  3. For preparation of Annual tax returns of managers, partners and  employees of the Client, a   fee according to the announced price list is
  4. For preparation and submission of declarations on Local taxes law, a fee determined by an individual price offer is
  5. For preparation of monthly, quarterly, etc. interim reports in accordance with NFRSSME or IFRS in Bulgarian and/or English, a fee determined by an individual price offer is
  6. For preparation of management purposes reports in Bulgarian and/or English,  a  fee determined by an individual price offer is
  7. For preparation and submission of a request for DTTА enforcement, a fee determined by an individual price offer is
  8. For accounting report when using the accounting software, requested by the Client, different from FAS Mirage and/or ERP Kartell, a fee determined by an individual price offer is
  9. For preparation for labor and/or civil contract form with additional clauses, required by the Client, a fee determined by an individual price offer is
  10. For preparation of bilingual employment and/or civil contracts, a fee determined by an individual price offer is
  11. For preparation of employees Orders for paid/not paid annual leave, a fee is determined  by    an individual price offer is
  12. For the preparation and submission of a Declarations under Article 15 of the HSW, a fee is determined by an individual price offer is
  13. For preparation of employees quitting work documents, including Certificates of Insurance Income 2, Certificates of Insurance Income 3, etc., for years when the Contractor did not provided payroll services to the Client an additional fee specified in the price list is
  14. For representation before state and/or municipal administration, a fee determined by an individual price offer is
  15. For actions in the capacity of the Contractor attorney, authorized to sign on behalf of the Client a fee, specified in the contract between the Client and the Contractor is
  16. The submission and acceptance of Requests for documents, presence or absence of tax liabilities certificates; certificates for paid taxes in Bulgaria, certificates of declared data before the NRA, certificates of official number from the NRA for foreign individuals and legal entities,    a fee according to the announced price list is
  17. For preparation and submission of applications to the Commission for protection of personal data and for obtaining registration certificates, the price is based on the announced price
  18. For copying, scanning and/or printing documents, a fee according to the announced price list is due.
  19. For preparation of other documents, including bank loan documents and providing them to competent bodies and/or individuals, a fee according to the presented individual price offer is due.
  20. For preparation of payments orders to contractors, a  fee according to the announced price list is
  21. For accounting and tax consultations, a fee based on hours worked by hourly rate, specified in the announced price list is
  22. For providing tax protection, a fee according to an individual price offer is
  23. For providing legal and management consultancy services, a fee according to  an  individual price offer is
  24. For providing other services, a fee according to an individual price offer is
  25. The individual price offers are sent to the mailing address and/or fax and/or e-mail,  specified  in the contract for accounting services. If the offer is not rejected within  7  (seven)  working days of receipt by the Client, it shall be deemed as
  26. The price lists are considered as announced by the Contractor, if published on the official website of the company and/or sent to the mailing address and/or fax and/or e-mail,  submitted by the Client.
  27. As an exception additional accounting and/or Payroll service may be included  as a  clause in  the individual contract between the Client and the

Chapter five

Services offered by Brain Storm Consult Group EAD

  1. Accounting services

The accounting services provide for creating and maintaining an accounting system for lawful bookkeeping of the Client in accordance with the Accounting Act and other relevant provisions of the national legislation.

  1. Basic package accounting services for not VAT registered persons on a monthly basis includes:

] Accounting services from the office of the Contractor;

] An authorized Contractor’s employee having the right to submit documents on behalf of the Client;

] Filing primary accounting documents;

] Preparation of accounting entries in FAS Mirage or ERP Kartell on the basis of primary accounting documents provided by the Client;

] Monthly close of accounts until the preparation of a Trial balance;

] Preparation and submission of declarations under Article 201 of CITA;

] Preparation and submission of statistical reports to BNB;

] Preparation and submission of current statistical reports to NSI;

] Tracking of achieved turnover for VAT registration;

] Preparation and submission of applications for compulsory registration and voluntary VAT registration;

] Preparation of company payables and receivables reports;

] Preparation and maintenance of inventory books, tax and accounting depreciation schedules;

] Preparation of payment orders for taxes and fees due.

includes:

  1. Basic package accounting services for VAT registered persons on a monthly basis

] Accounting services from the office of the Contractor;

] An authorized Contractor’s employee having the right to submit documents on behalf of the Client;

] Filing primary accounting documents;

] Preparation of accounting entries in FAS Mirage or ERP Kartell on the basis of primary accounting documents provided by the Client;

] Monthly close of accounts until the preparation of a Trial balance;

] Preparation and submission of declarations under Article 201 of CITA;

] Preparation and submission of statistical reports to BNB;

] Preparation and submission of current statistical reports to NSI;

] Generating and submission monthly Reference-declaration, VAT ledgers and VIES-declarations to the NRA;

] Preparation of company payables and receivables reports;

] Preparation and maintenance of inventory books, tax and accounting depreciation schedules;

] Preparation of payment orders for taxes and fees due.

  1. Additional accounting services:

] Completion and submission of Intrastat Declarations;

] Preparation and submission of documents during verifications or NRA inspections;

] Annual close of accounts, including:

  • preparation of Annual financial reports in accordance with NFRSSME or IFRS;
  • submission of reports to the NSI;
  • preparation and submission of Annual tax returns on PITA / commercial companies / or PITA / for Sole Traders /;
  • preparation and submission of Declarations under Article 142 on TIPC;
  • preparation and submission of reports under Article 73 of the Personal Income Tax Act;
  • contact with the Client’s Registered Auditor;

] Preparation of Annual tax returns of managers, partners and employees of the Client;

] Preparation and submission of LTFA declarations;

] Monthly reports in accordance with NFRSSME or IFRS in Bulgarian and/or English;

] Reports for management purposes in Bulgarian and/or English;

] Preparation and submission of Request for application of the DTTА;

] Financial Reporting when using accounting software by client request, different from FSF Mirage and/or ERP Kartell.

 

  1. Package “Accountant in the Client’s office” includes the activities, described in subsections or b. from section 1, with place for servicing in the Client’s office.
  2. Payroll services:

Services related to the origination and implementation of employment or contractual relationship between employer and worker/employee or employed on a contract person, including related employment records and documents for remuneration, social securities, holidays, leaves, sick leaves and other documents as well as their reporting within the period provided.

  1. Basic package Payroll services includes:

] Preparation of employment contracts in accordance with the Labor Code requirements, on a form prepared by the Contractor after submitting the necessary information from the Client;

] Preparing employment termination orders;

] Submission of notifications under Article 62 paragraph 5 of the LC for execution and/or termination of contracts;

] Processing and submission of sick-leave notes;

] Preparation of monthly payroll and recapitulations for outstanding contributions to SSC, HIA and PITA taxes;

] Preparation and submission of monthly returns form 1 and 6;

] Keeping employees employment records;

] Monitoring of employees used and not used annual leave;

] Preparation of accounts paid, and certificates in relation to executed civil contracts;

] Preparation of payment orders for contributions, taxes and wages due;

] Preparation and submission of declarations under Article 55 of PITA;

] Preparation of documents for employees leave, including Certificates of Insurance Income 2, Certificates of Insurance Income 3, etc., for the years when the Contractor has provided payroll services to the Client.

  1. Additional Payroll services:

] Preparation of forms for labor and/or civil contracts with additional clauses required by the Client;

] Preparation of bilingual labor and/or service contracts;

] Preparation of orders for paid/not paid annual leave for employees;

] Preparation of documents for employees leaving, including UP-2, UP-3 etc., for years when the Contractor did not provided Payroll services to the Client;

] Preparation and submission of documents during a verification or inspection by the NRA, NSSI or Labour Inspectorate;

] Preparation and submission of Declarations under article 15 of the OH&S.

  1. Administrative services

] Representation before the state and/or municipal administration;

] Actions by an authorized Contractor’s employee in the capacity of an attorney on behalf of the Client;

] Submission and receipt of documents Requests, certificates for presence or absence of tax liabilities; certificates for paid taxes in Bulgaria, certificates of declared data before the NRA, certificates of official number from the NRA for foreign individuals and legal entities;

] Preparation and submission of applications to the Commission for protection of personal data and obtaining registration certificates;

] Copying, scanning and/or printing documents;

] Preparation of payment orders to contractors;

] Preparation of other documents including bank loan documents and providing them to competent bodies and/or individuals;

] Supply with Client’s funds/Cash withdrawal/ from Client’s account by visiting bank branches.

  1. Accounting and tax consultations
    1. Services on keeping, clarifying and enforcing national tax legislation

] Consultations, preparation and checking of annual tax returns under the Corporate income tax act and Income Law on personal income tax; tax returns under the Value Added Tax Act, the Excise duties and tax warehouses act and Local taxes act;

] VATA registration, under protection of personal data, etc.;

] Co-operation and contacts with revenue authorities and other public authorities, where necessary to present or submit documents, applications or forms required by law:

  • certificates of presence or absence of tax liabilities;
  • certificates for paid taxes in Bulgaria;
  • evidence of declared data to the NRA;
  • certificates for official number from the NRA for foreign individuals and legal entities;

] Tax effects defining and development of work methodology in the performance of specific business transactions;

] Consultations on practical enforcement of changes in tax, social security, commercial and labor law;

] Consultations and preparation of documents relating to international taxation;

] Corporate tax, Tax on expenses, Tax at source, Indirect taxes (VAT and excise), Tax on personal income, Local taxes and fees;

] Consultations on enforcement of agreements for avoiding double taxation;

] Assistance in preparation of documents for reimbursement of tax at source;

] Consultations and defining most favorable tax effects of transactions between local and foreign partners;

] Consultations relating to investments in the country and the defining regulatory requirements;

] Consultations and provision of services in the field of social and health insurance;

] Consultations for help in determining insurance status of the managers and personnel and defining remuneration components and social security income;

] Filling in and submission of documents and declarations;

] Assistance in obtaining certificates for insurance purposes;

] Consultations and services in relation to transformations;

] Consultations regarding tax effects in transformation of commercial companies through acquisitions, mergers, divisions and separations.

  1. Tax protection

] Current support and assistance in tax verifications or inspection by the NRA, assistance in preparation of written explanations, references and other documents, participation in meetings and discussion of problems determined in verifications;

] Preparation of objections and appeals against acts issued by the revenue authorities.

  1. Management consultations

] Preparation of development strategies and business planning – management development; mergers and acquisitions; organizational design; financial planning and budgeting;

] Analysis or risk and financial condition, including:

] Cash flows analysis;

] Profit analysis;

] Balance structure analysis;

] Company competitiveness analysis;

] Human resources analysis;

] Business plan preparation;

] Consultations on strategic financing, including financial forecasting, modeling and evaluations;

] Optimization of operative activity – research and improvement of business processes; operational review and evaluation; management of costs;

] Detecting abuses by managers, accountants and materially responsible persons.

] Consultations in transactions (Due Diligence):

] Financial and tax Due Diligence;

] Due Diligence, performed by the seller (Vendor due diligence);

] Management evaluation in the pre-investment and post investment period;

] Performance improvement;

] Due diligence of Information Technologies;

] Final reports.

  1. Legal services

] Publication of Annual Financial Reports;

] Company registrations, sole proprietorships, legal persons with non-economic profit purpose, etc., circumstances change;

] Preparation of contracts, for protection rights and interests of our clients:

] Legal consultations and advices in the field of corporate, commercial, tax, labor, bank, customs, and currency legislation;

] Protection in court and arbitration litigation in relation to commercial and civil transactions;

] Representation and assistance in privatizations, concession procedures, public procurements;

] Consultations on legal aspects of securities transactions;

] Preparation of franchise agreements;

] Performing real estate transactions in favor of foreign citizens and companies;

] Contact with local and central government authorities.

  1. Other services

] Acceptance and delivery from/to the Client’s office;

] Records storage;

] Performing verification of work sites and physical inventory of goods, materials, finished production and fixed assets.

Chapter six Privacy policy

  1. Obligations for keeping privacy
    1. The Contractor and the Client, including their employees, oblige to keep the good  name, commercial prestige and company secrets of the other party as well as not to spread (except for the distribution of the contracted services) private for them, for the activity or the clients facts as well as any other commercial, technical and financial information regarding the industrial property, transactions, business relations and financial condition of the parties, their shareholders, partners and managing members that become known to them during the performance of their contractual relations.
    2. The same ban relates to information concerning companies under the control of or whose control the parties are or these under the control of a third The ban does not apply for well-known facts and information that is made public or which has the agreement of the other party.
    3. This ban is applied during the contractual relations between the Contractor and the Client as well as after their termination for a year period as of their termination
  1. Private information
    1. “Private information” is all kind of documentation, drafts, specifications, diagrams, sketches, records, data, templates, models, samples, software and software applications, computer external devices  or other  materials or records or other written or oral information containing in disks diskettes – audio and video cassettes, compact disks or other technical devices for information reproducing and

Chapter seven Responsibility

  1. The Contractor is not responsible for:
    1. Actions or lack absence of actions, damages, missed benefits and infringement of Bulgarian legislation by the Client even after imposing  penalties  and  property sanctions for them, when the same person has submitted  to  the  Contractor  documents with untruthful content or documents with  a  mistake  and  these  documents appear as grounds or reason for the
    2. In the cases when the Client has not submitted to the Contractor timely the necessary documents. For not submitting documents timely is considered submitting the documents after the deadlines mentioned in the GP or in three days period before the legal deadline or the deadline for presenting them to the respective
  2. For damages due absence of action by the Client when he has not signed any  documents timely and/or has not confirmed and/or provided information and data, necessary for the respective services
  3. When the actions, absence of actions, damages, missed benefits or infringements related to services not included in the GP or the contract with the Client or for services not paid timely by the
  4. For consultations, advices and opinions not provided by the
  5. For not performed services and actions even if the same are mentioned in the contract subject if performing specific service would be considered as law infringement.

Chapter eight Supplementary provisions

  1. Communication
    1. All messages and notifications between the Contractor and the Client will be in written form for
    2. The written form will be considered as obeyed even if send by an e-mail, if the Client has provided
    3. When any party has provided e-mail address for correspondence it means that the  same  agrees to receive all kinds of documents, notifications and messages on the e-mail indicated  and all kinds of documents, notifications and messages are considered send, presented and received when send to this e-mail.
  1. Applicable right

The present GP are prepared and in compliance with the laws of Republic of Bulgaria.

  1. Arguments and arbitration

Arguments arising from or in relation to the party obligations on the present GP on whose resolving the parties do not achieve agreement, including arguments, arising from or in relation to its interpretation, validity, performance or termination are resolved by the Arbitration Court of the Bulgarian Chamber of Commerce and Industry in accordance with its Actions regulation based on arbitration.

  1. Changes

For each change in the GP the Client must be informed at least 30 days before their coming into force. The notification is considered valid if send to the Client’s correspondence address or e-mail. The changes are considered as accepted if the Client has no objections in the next 15 days of the notification acceptance date.

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